AuKing Mining Limited Prospectus

Principle number Best practice recommendation Compliance (yes/no) Explanation 8.3 A listed entity which has an equity-based remuneration scheme should: a. have a policy on whether participants are permitted to enter into transactions (whether through use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and disclose that policy or a summary of it. Yes The Company’s Trading Policy contains a “hedging transactions” section, in which it is noted that Key Management Personnel and their closely related parties should not deal in securities in the Company or enter into hedging transactions to limit his or her exposure in respect of any unvested entitlement to Securities he or she receives under any equity based remuneration scheme of the Company. 9 Additional Recommendations 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. Yes Existing Directors Dr Huaisheng Peng and Qinghai Wang and Proposed Director ShiZhou Yin ( Chinese Directors ) onlyspeak and read English on a limited basis, and do not speak or read English with proficiency. However, at the offices of JCHX Group (where the Chinese Directors work on a daily basis), there are persons in that office who do speak and read English with proficiency. Furthermore, wherever possible, the Company translates documents into Chinese for the Chinese Directors. These include board papers, board minutes and resolutions. Similarly, the translation services are provided so the Chinese Directors are able to communicate with the remainder of the Board and understand important company documents. A translator is also present at all meetings of the Board. Note: 1. The Board follows an informal process of self-assessment of its performance and the performance of its committees. The Board will undertake an assessment of individual director’s performance via informal discussions between each director and the Chairman. 2. The Company adopts an informal process to review the Board’s skills at board meetings without the need for a board skills matrix. The Board believes the skill base of the current Directors and the proposed Directors will be appropriate and adequate for the Company’s size. 11. Corporate Governance continued 228